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Disclaimer
These presentation slides and the accompanying verbal presentation (the “Presentation Materials”) are confidential and have been issued in connection with the proposed placing of new ordinary shares (the "New Shares") in the capital of Pelatro Plc (the "Company") (the "Placing"). These Presentation Materials do not constitute or form part of any offer for sale or subscription or any solicitation for any offer to buy or subscribe for any securities nor shall they or any part of them form the basis of or be relied upon in connection with any contract or commitment whatsoever. Any decision in connection with any proposed subscription for Placing Shares must be made solely on the basis of the information contained in the announcement of the Placing to be published by the Company. While all reasonable care has been taken to ensure that the facts stated in these Presentation Materials are accurate and that any forecasts, opinions and expectations contained therein are fair and reasonable, finnCap Limited (the “Broker”) have independently verified the contents of these Presentation Materials and no reliance whatsoever should be placed on them. Neither the Company nor its subsidiaries (together the “Group”) nor any of the Group’s directors, officers, employees, agents or advisers makes any representation or warranty, express or implied, as to the fairness, accuracy, completeness or correctness of the Presentation Materials or opinions contained therein and each recipient of these Presentation Materials must make its own investigation and assessment of the matters contained therein. In particular, but without prejudice to the generality of the foregoing, no representation or warranty is given, and no responsibility or liability is accepted, as to the achievement or reasonableness of any future projections or the assumptions underlying them, or any forecasts, estimates, or statements as to prospects contained or referred to in these Presentation Materials. No responsibility or liability whatsoever is accepted by any person for any loss howsoever arising from any use of, or in connection with, these Presentation Materials or their contents or otherwise arising in connection therewith. In issuing these Presentation Materials, the Company does not undertake any obligation to update or to correct any omissions or inaccuracies which may become apparent in these Presentation Materials. These Presentation Materials are being supplied to you for your own information and may not be distributed, published, reproduced or otherwise made available to any other person, in whole or in part, for any purposes whatsoever. In particular, they should not be distributed to or otherwise made available to persons with addresses in Canada, Australia, Japan, the Republic of Ireland, the Republic of South Africa or the United States, its territories or possessions or in any other country outside the United Kingdom where such distribution or availability may lead to a breach of any law or regulatory requirements. The distribution of these Presentation Materials in other jurisdictions may be restricted by law, and persons into whose possession these Presentation Materials come should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of the relevant jurisdiction. The Company’s securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States and may not be offered and sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of Company Securities in the United States. The content of these Presentation Materials has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (“FSMA”). Reliance on the Presentation Materials for the purposed of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or the assets invested. Any person who is in any doubt about the subject matter to which this presentation relates should consult a person duly authorised for the purposed of FSMA who specialises in the acquisition of shares and other securities. This presentation is being made only in the United Kingdom and is directed only at (i) persons having professional experience in matters relating to investments, i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO"); (ii) high net-worth companies, unincorporated associations and other bodies within the meaning of Article 49 of the FPO; and (iii) persons to whom it is otherwise lawful to make the presentation. The investment or investment activity to which these Presentation Materials relate is available only to such persons and will be engaged in only with such persons. Persons who fall outside categories (i) - (ii) above must check that they fall within category (iii). If they do not, they may not attend this presentation. Any person who does not fall within categories (i) - (iii) above may not rely on or act upon the matters communicated at this presentation. Any person falling outside categories (i) - (iii) who has received any document forming part of this presentation must return it immediately. This presentation is being made on the basis that the recipients keep confidential any information contained herein or otherwise made available, whether orally or in writing, in connection with the Company. These Presentation Materials are confidential and must not be copied, reproduced, published, distributed, disclosed or passed to any other person at any time without the prior written consent of the Broker, as agent for the Company. The Broker are acting only for the Company in connection with the proposed Placing and are not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of the Broker or advice to any other person in relation to the proposed Placing. Any other person attending this presentation should seek their own independent legal, investment and tax advice as they see fit. No recipient of these Presentation Materials should deal in or attempt to deal in or otherwise engage in any behavior in relation to financial instruments (as defined in the Market Abuse Regulation (EU) No.596/2014 (“MAR”)), which would or might amount to “market abuse” for the purposed of MAR, based on the information in these Presentation Materials (and any related materials) until after the information has been made generally available. Nor should the recipient use the information in these Presentation Materials (and any related materials) in any way which would constitute market abuse. These Presentation Materials contain information which is, or may be, inside information in relation to the Company’s listed securities. Accordingly, any person who receives these Presentation Materials must not deal with the Company’s securities or encourage anyone else to do so and must not disclose these Presentation Materials to any other person until such time as the information ceases to be inside information. A breach of UK insider dealing rules may be a criminal offence and/or may constitute market abuse and these Presentation Material are given on the basis that all recipients understand their legal and regulatory obligations with respect to inside information under both MAR and Part V
- f the Criminal Justice Act 1993.
By accepting these Presentation Materials you acknowledge that their content and any discussion surrounding them falls within the definition of a “Market Sounding”, as defined in the Market Abuse Regulation (Regulation 596/2014) ("MAR"). By agreeing to receive the market sounding, you acknowledge that you may receive information that the Company considers to be inside information, and you acknowledge that you are a person receiving a market sounding and you are required under the MAR (and the delegated regulations, technical standards and guidance relating to the MAR), among other matters, to assess yourself whether you are in possession of inside information. As the Presentation Materials may contain inside information, you will not be able to deal in any securities of the Company before the information is made public in accordance with the insider dealing provisions of Part V of the Criminal Justice Act 1993. No individual within the Company, or within its associates, is, nor are the Brokers, by virtue of the Presentation Materials encouraging you to deal in accordance with section 52(2)(a) of the Criminal Justice Act 1993. This document may contain information of a precise nature, which has not been made public, relating, directly or indirectly to the Company, the ordinary shares or other securities of the Company, and which, if it were made public, would be likely to have a significant effect on the price of the ordinary shares or other securities of the Company or on the price of related derivative financial instruments. Insider dealing, unlawful disclosure of inside information or market manipulation based on such information could result in liability under the MAR. All statements, other than statements of historical fact, contained in the Materials constitute "forward-looking statements" within the meaning of certain securities laws and are based on expectations estimates and projections as of the date of the Presentation Materials. Such forward-looking statements include statements that are subject to significant risks and uncertainties, and actual results and future events could differ materially from those anticipated in such statements. The Company does not intend to update any forward looking statements except to the extent required by applicable law. The forward-looking statements in the Presentation Materials are based on the beliefs and assumptions of the Company's officers and directors and information only as of the date of the Presentation Materials. The forward-looking events discussed in the Presentation Materials might not occur. Therefore, investors should not place any reliance on any forward looking statements. Neither the Company, the Broker nor their respective directors, officers, partners, employees, agents or advisers undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future earnings, or otherwise. By accepting receipt of this document, you agree to be bound by the limitations and restrictions set out above.